SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 29, 2000
FIRST ECOM.COM, INC.
Exact Name of Registrant as Specified in Charter)
Nevada 0-27753 98-0206979
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
902 Henley Building, 5 Queen's Road Central, Hong Kong SAR
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (852) 2801-5181
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(Former Name or Former Address, if Changes Since Last Report)
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Item 9. Regulation FD Disclosure
First Ecom.com Inc. today announced the immediate implementation of a cost
cutting program and its intention to commence a review of its operations
including its sales strategy by external consultants. Changes to the board of
directors were also made to enhance corporate governance.
The Company has begun to streamline operations in order to reduce overall
operating costs. The cost cuts include a reduction in staff of approximately
thirty percent. Senior management has also agreed to a one third reduction in
their salaries.
The board approved the selection and appointment of a major independent
consulting firm to review the Company's operations in order to improve the
implementation of the Company's business plan, maximize operating efficiency and
increase sales.
There were changes to the board of directors with a view to enhancing
corporate governance. Ermanno Pascutto was appointed Chairman, while Ian
Robinson was appointed Vice-Chairman. Former Chairman Gregory Pek remains on the
board as a director. He will continue to serve as President and co-Chief
Executive Officer along with Ravi Daswani who will continue to serve as Chief
Operating Officer.
Eric Pinkney was appointed to the board of directors. He will also serve in
the capacity of consultant advising the management and board on the streamlining
of operations as well as assisting with the independent review to be conducted
by an outside consulting firm. Mr. Pinkney has many years of experience in the
technology field.
The board of directors also accepted the resignation of Harold Hutton as a
director of the Company and released him from all other positions he previously
held with First Ecom and its related companies.
"These are very positive steps that the board has taken in restructuring
and focusing the Company," said Gregory Pek, president and co-CEO of First
Ecom." The fact is that the payment processing business is one that takes a lot
of up-front investment but can be very profitable over the long term. And we
have to think long term. The cost cuts announced today are designed to make sure
that we have the capital to execute our business plan and attain profitability.
Given today's market environment it is prudent to preserve our strong cash
position. Reductions in staff numbers are regrettable but necessary in the
current market environment. We must focus on core competencies that will drive
sales and bring banks online, thereby delivering real shareholder value."
Mr. Pek added, "Another area that we are examining is or communication with
the market. During the last few weeks we've had considerable shareholder
feedback about this. Part of the review will focus on improving such
communications.
"Our customers are banks and financial institutions," continued Mr. Pek.
"We see that they are approaching the Internet and e-commerce with more caution
now. We believe that in the long run there will be a flight to quality in all
aspects of outsourcing
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including our area of electronic payment processing and I believe that this is
going to benefit us."
About First Ecom
As a global provider of electronic payment processing, First Ecom provides
secure, easy-to-implement and low-cost online payment processing services to
banks and their merchants worldwide. Through strategic partnerships with banks,
ISPs, e-commerce product suppliers, system integrators and storefront solution
providers, First Ecom can process credit card transactions made over the
Internet in multiple currencies, either domestically or offshore in a
tax-neutral jurisdicton.
For more information, visit http://www.firstecom.com or contact First Ecom
at +(852) 2801-5181 or by e-mail at [email protected].
Ermanno Pascutto
Mr. Ermanno Pascutto has been a member of the Board of Directors since
March 1999. Mr. Pascutto has extensive experience in law, securities regulation
and corporate governance. He is a former Deputy Chairman and Executive Director
of the Hong Kong Securities and Futures Commission and Executive Director and
Chief Operating Officer of the Ontario Securities Commission, the leading
securities agency in Canada. Mr. Pascutto was also Director of Market Policy
with the Toronto Stock Exchange and managing partner of a Hong Kong law office.
He currently practices law as a senior legal advisor in the Toronto and Hong
Kong offices of Stikeman Elliott, a Canadian based international law firm.
Eric Pinkney
Mr. Eric Pinkney has a background in finance in the technology sector and
works as an independent consultant to companies in North America. Apart from
sitting on the board of First Ecom, Mr. Pinkney is also a director of one
Canadian listed company. From 1994 through to July 2000 he was the Chief
Financial Officer of FMC Software Consulting Inc.
Ian Robinson
Mr. Robinson has 44 years experience as a professional accountant and
Senior Partner with Ernst and Young, one of the large international accounting
firms. He has been based in Hong Kong since 1980, servicing the Asian region,
and has had experience in major countries around the world. Mr. Robinson has
specialized in corporate rescue, restructuring, insolvency, investigation,
business valuation and trouble shooting generally. He also holds a number of
companies' directorships including acting as Chairman of the Audit Committee of
Hong Kong Housing Society.
Certain statements contained herein are "forward-looking" statements (as such
term is defined in the Private Securities Reform Act of 1995). Because such
statements include risks and uncertainties, actual results may differ materially
from those expressed or
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implied by such forward-looking statements. For a discussion of some of these
risks and uncertainties, please refer to the company's other SEC filings, which
contain additional discussion about those factors which could cause actual
results to differ from management's expectations. The company specifically
disclaims any obligation to update the statements contained in this filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST ECOM.COM, INC.
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(Registrant)
Date December 1, 2000 By /S/ Kenneth G.C. Telford
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(Signature)
Kenneth G.C. Telford, Secretary and
Chief Financial Officer
